Why Did VanEck Single Out Metaplanet?
Asset manager VanEck has criticized Metaplanet’s executive compensation structure, arguing that recent reductions to its management equity program still leave shareholders exposed to unusually high dilution.
In a review of executive compensation across the 10 largest digital asset treasury companies, VanEck classified Metaplanet’s structure as “Bad,” making the Japanese Bitcoin treasury company the only firm placed in its lowest category.
VanEck calculated that Metaplanet’s equity compensation plan equals 14.7% of fully diluted shares, while officer exposure stands at 8.2%. The latter is roughly 10 times the 0.8% average across the other nine companies studied, while the total equity pool is nearly four times the peer average.
Strategy provides a sharp comparison. VanEck calculated its equity plan at 2% of fully diluted shares and officer exposure at 0.5%. Its reserve is fixed, and increases require shareholder approval.
Metaplanet currently holds 43,000 BTC, making it the third-largest publicly traded corporate Bitcoin holder. The company reached that total after adding 2,823 BTC during the second quarter, continuing an accumulation strategy heavily dependent on access to equity and other capital-market financing.
How Did Bitcoin Purchases Expand the Option Pool?
The central issue identified by VanEck dates to a compensation plan created before Metaplanet transformed itself into a Bitcoin treasury company.
The plan originally covered 46 million shares but contained an adjustment mechanism that increased the number of potential shares as Metaplanet issued additional stock. Once the company began repeatedly issuing equity to fund Bitcoin purchases, the same mechanism automatically expanded the executive option pool.
It eventually grew to 319.5 million potential shares, an increase of roughly 273 million shares from the original plan.
The arrangement created an unusual link between Bitcoin accumulation and executive compensation: issuing more shares to acquire BTC could simultaneously increase the number of shares available to management.
Shareholder criticism eventually pushed Metaplanet to change the structure. The company abolished the automatic adjustment mechanism in August before making a second change in September. As FinanceFeeds reported, Metaplanet then cut its management equity reward pool by 41%, reducing it from approximately 319.5 million shares to 188.2 million.
VanEck said those measures still “fall well short of the mark.” It argued that ending future automatic growth does not fully address dilution already created under the old mechanism.
Investor Takeaway
The dispute goes directly to the economics of Bitcoin treasury companies. Investors may benefit when equity issuance funds Bitcoin purchases that increase BTC per share, but that logic weakens when the same issuance also expands management compensation and raises the fully diluted share count.
What Changes Does VanEck Want?
VanEck called on Metaplanet to reverse the roughly 273 million-share expansion generated by the former adjustment clause and replace the remaining rights with a compensation plan approved by shareholders.
The asset manager also proposed tying executive awards to a measure such as Bitcoin per fully diluted share. That approach would make compensation dependent on whether management increases each shareholder’s effective claim on the company’s Bitcoin rather than simply increasing the absolute size of the treasury.
That distinction has become increasingly important as Metaplanet scales its balance sheet. The company has said it ultimately wants to control 1% of Bitcoin’s fixed supply, a target that would require holdings of 210,000 BTC. Its strategy has relied heavily on new financing, and Metaplanet has outlined plans to acquire another 170,000 BTC as it works toward that goal.
VanEck also recommended a written policy governing the timing of equity grants, adding another check around how and when management receives new awards.
Why Does Dilution Matter for Bitcoin Treasury Companies?
Bitcoin treasury companies are often judged using per-share metrics rather than the headline number of coins they own. A company can increase its Bitcoin holdings substantially while leaving existing investors worse off if the share count grows even faster.
That makes executive dilution especially sensitive. If stock issuance finances BTC purchases while also increasing management’s potential equity allocation, shareholders face dilution from both the fundraising itself and the compensation structure attached to it.
Metaplanet has already reduced the size of the program and removed the mechanism that allowed it to grow automatically. VanEck’s criticism now moves the debate to what should happen to awards created before those changes.
For investors, the next test is whether Metaplanet makes further changes to the outstanding rights or introduces performance conditions tied directly to Bitcoin per share. With the company still planning substantial BTC accumulation, executive compensation is becoming part of the same question investors already ask about every new financing round: whether buying more Bitcoin actually improves the economics for each existing share.
